UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 3, 2026
Supernus
Pharmaceuticals, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-35518 |
20-2590184 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
| 9715
Key West Ave |
Rockville |
MD |
20850 |
| (Address
of Principal Executive Offices) |
|
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (301) 838-2500
Not Applicable
(Former name or former address,
if changed since last report.)
Securities registered pursuant to Section 12(b)
of the Exchange Act
| Title of
each class |
Trading Symbol |
Name of each
exchange on which registered |
| Common
Stock, $0.001 par value per share |
SUPN |
The Nasdaq
Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously announced, on August 3, 2026, Supernus
Pharmaceuticals, Inc. (the “Company”) and Indivior Pharmaceuticals Inc. (“Indivior”) are hosting a conference
call and webcast at 8:30 a.m., Eastern Time, to present information regarding the proposed merger of the Company and Indivior. The Company
intends to display the slides filed as Exhibit 99.1 hereto during the presentation.
Important Additional Information and Where
to Find It
In connection with the proposed transaction,
Indivior intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus
of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each party also
plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Indivior’s
stockholders and Supernus’ stockholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus
(if and when it becomes available) and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website
at www.sec.gov. Copies of the documents filed by Indivior with the SEC will be available free of charge on Indivior’s website
at www.indivior.com or by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com. Copies of the
documents filed by Supernus with the SEC will be available free of charge on Supernus’ website at www.supernus.com.
No Offer or Solicitation
This report and the information contained herein
is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities,
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This report does
not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Indivior and Supernus and their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement
for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of Supernus
is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed
transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. Investors may obtain free copies of these documents from Indivior and Supernus as indicated
above.
Forward-Looking Statements
This report contains forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking
statements may also be included in other information released to the public. These forward-looking statements are intended to provide
Supernus’s and Indivior’s respective management’s current expectations or plans for our future operating and financial
performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “project,” “may,” “will,” “would,”
“could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may
cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including
statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, and the anticipated benefits
and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially, including, among others: the risk that the proposed merger may not be completed
in a timely manner or at all; the failure to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure
or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the
other conditions to closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio
is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency
or completion of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred
to fund the Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of
the transaction; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction
on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business
partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities
or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected
timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable
liabilities; the risk that the merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any
event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee;
the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic
downturns, international conflict, trade disputes and tariffs; and the other risks identified in Supernus' and Indivior’s filings
with the SEC and in the joint proxy statement/prospectus when it becomes available. There can be no assurance that the proposed merger
will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this report
and neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required by applicable
law.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit 99.1 - Investor Presentation, dated August 3, 2026.
Exhibit 104 - The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SUPERNUS PHARMACEUTICALS, INC. |
| |
|
| DATED: August 3, 2026 |
By: |
/s/ Timothy C. Dec |
| |
|
Timothy C. Dec |
| |
|
Senior Vice President and Chief Financial Officer |
